Company incorporation
Comparison of business forms
The main differences between the forms of business are
the following characteristics:
- shareholder liability (its principles, share and extent);
- the company´s management bodies and decision-making processes, right of representation;
- the amount of required share capital and its means of payment;
- the company´s audit reqirements;
- the simplicity of organising the company´s everyday activity (e.g. accounting).
The main forms of business in Estonia are private limited company (LLC, or OÜ in Estonian) and public limited company (ltd, or AS in Estonian).
Comparison of the main forms of business
Min. required start-up capital (in euros) : 25 000
Min. required number of founders : one
Min. required number of founders : Shareholders are not personally liable for the company’s obligations
Management : The supreme management body of the company is the general meeting of shareholders; a management board and supervisory board are also required
Min. required start-up capital (in euros) : none; partnership agreement stipulates the amount of contributions.
Min. required number of founders : two
Min. required number of founders : The partners share equal unlimited liability for the partnership´s obligations.
Management : No obligatory bodies of management.
Min. required start-up capital (in euros) : none; partnership agreement stipulates the amount of contributions.
Min. required number of founders : two
Min. required number of founders : At least one general partner: unlimited liability for the partnership’s obligations; at least one limited partner: has limited liability to the extent of their contribution.
Management : No obligatory bodies of management.
Min. required start-up capital (in euros) : 2500
Min. required number of founders : two
Min. required number of founders : Partners have no personal liability for the association´s obligations, unless agreed otherwise.
Management : The supreme body of management is the general meeting, decisions are made by voting, where every member of the association has one vote. The association´s management board handles the management.
Since 01.01.2011, contributing a share capital is no longer required in order to establish a private limited company, unless capital investments are required by the company´s activity. The founders of such a company will be liable to the extent of the sum they promised to provide as share capital contributions.
What needs to be done before establishing a private limited company?
Before establishing, find the answers to the primary questions concerning the rules that will govern your company’s everyday activity.
- What will the company´s business name be?
- What will the area of activity be?
- Who are the shareholders and how large are their share capital contributions?
- What will the company´s place of business and its address be?
- How will the management of the company take place?
We check the company´s name in the Commercial Register and advise on all of the questions mentioned above.
Registering a private limited company through a notary will take 2-3 days.
How long will establishing a private limited company take?
What should be done after the registration of the private limited company?
Depending on the company’s area of activity and size, different additional steps must be taken.
First you will have to open a bank account for the private limited company, where the company’s share capital needs to be deposited (the sum you transferred to the court’s deposit account or the bank’s e-start-up account when you formed the company). It is not possible to open a bank account without the company’s Commercial Register number.
- If your area of activity includes special requirements, you will have to apply for an activity licence.
- If your annual turnover exceeds 16 000 euros, you will have to register as a VAT payer with the Tax and Customs Board.
- If you hire employees, you will have to register them with the Tax and Customs Board on the day they are hired.
To establish a private limited company, a state fee of 145 euros must be paid, as well as the notary fees (their exact amount depends on the size of the share capital and the number of founders). VAT will be added to the notary fees.
The private limited company contribution may be monetary or non-monetary. Non-monetary contribution includes equipment, computers or other monetarily appraisable assets.
We accompany our clients from their arrival as well as provide them with housing and transport solutions for the duration of their stay in Tallinn. Please contact our staff for more detailed information or price suggestions.
What are the costs of establishing a private limited company?
With our help, you can establish a private limited company either by being present or via a citation letter from a notary. In addition, we will provide assistance with opening a bank account, registering the private limited company and applying for licences.
Please don´t hesitate to contact us in order to receive further information or an individual price offer